Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Partners and the partners, employees and agents of the Partners from and against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromises, as fines and penalties, and as counsel fees) reasonably incurred by any of them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which they may be involved or with which they may be threatened, as a Partner or partner, employee or agent of a Partner or otherwise in connection with the management of the Partnership, or by reason of being or having been a Partner or partner, employee or agent of a Partner, or by serving in such other capacity, except with respect to any matter as to which they shall have acted in willful misconduct, bad faith, in a grossly negligent manner or with reckless disregard of the duties of their office, or with criminal intent.
Appears in 3 contracts
Sources: Agreement of Limited Partnership (Tele Communications Inc /Co/), Agreement of Limited Partnership (Tele Communications Inc /Co/), Limited Partnership Agreement (Tele Communications Inc /Co/)